Bupa Finance plc prospectus £350m 3.375% Notes

Bupa Finance plc publishes a prospectus in relation to £350,000,000 3.375 per cent. Fixed Rate Notes due 2021 guaranteed by The British United Provident Association Limited

13 June 2014

Bupa Finance plc, a subsidiary of The British United Provident Association Limited ("Bupa"), the international healthcare company, today announces that it has published a prospectus (the "Prospectus") in relation to £350,000,000 3.375 per cent. fixed rate senior unsecured notes due 2021 (the "Notes") to be issued by Bupa Finance plc and unconditionally and irrevocably guaranteed by Bupa. The Notes carry a coupon of 3.375 per cent. and are rated A- and Baa by Fitch Ratings Ltd. and Moody's Investor Service Ltd. respectively.

The Notes are priced at a spread over gilts of 110 basis points and have a maturity date of June 2021. The initial order book was six times oversubscribed. Banco Santander, S.A., HSBC Bank plc and The Royal Bank of Scotland plc acted as joint bookrunners and joint lead managers of the issue. Bupa Finance plc will redeem the Notes on the maturity date or may redeem the Notes at any time beforehand upon the occurrence of certain tax events.

The Prospectus has been approved by the UK Listing Authority and is now available for viewing.

A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do

For further information please contact:

Gareth Evans, Group Treasurer, +44 20 7656 2316

David Ranson, Deputy Group Treasurer, +44 20 7656 2370

DISCLAIMER - INTENDED ADDRESSEES

This publication does not constitute an offering of debt instruments, and is not for distribution in or into the United States. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any relevant securities laws of any state of the United States and, subject to certain exceptions, the Notes may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. persons, as such terms are defined in Regulation S under the Securities Act. The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations. Terms used in the preceding sentence have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder. There will be no public offering of the Notes in the United States.

This publication is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Directive") and/or Part VI of the Financial Services and Markets Act 2000. Investors should not subscribe for any Notes except on the basis of information contained in the Prospectus.

Please note that the information contained in this announcement may be addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries.